1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A |_| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996] For the fiscal year ended ________________ OR |X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from August 1, 1998 to December 31, 1998 Commission File Number 1-8459 NEW PLAN REALTY TRUST (Exact Name of Registrant as Specified in Its Charter) MASSACHUSETTS 13-1995781 (State of Incorporation) (I.R.S. Employer Identification No.) 1120 AVENUE OF THE AMERICAS NEW YORK, NY 10036 (212) 869-3000 (Address of Principal Executive Offices) (Registrant's Telephone Number) Securities registered pursuant to Section 12(b) of the Act: NONE (Title of Class) NONE (Name of Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] AS OF MARCH 26, 1999, THE SOLE OUTSTANDING SHARE OF BENEFICIAL INTEREST OF THE REGISTRANT WAS HELD BY NEW PLAN EXCEL REALTY TRUST, INC. ================================================================================ 2 PART IV ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Consolidated Financial Statements. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. (b) Reports on Form 8-K filed during the three months ended December 31, 1998. 1. Form 8-K dated October 13, 1998 containing items 2, 7 and 8. (c) Exhibits. The following documents are filed as exhibits to this report: *3.1 Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 filed as Exhibit 99.3 to the Registrant's Form 8-K dated May 24, 1996. *3.2 Certificate of Amendment of Amended and Restated Declaration of Trust of New Plan Realty Trust dated September 25, 1998 filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. 3 *4.1 Specimen Certificate for Shares of Beneficial Interest filed as Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1997. *4.2 Certificate of Designation Supplementing the Amended and Restated Declaration of Trust of New Plan Realty Trust filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 2, 1997. *10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of November 21, 1997, filed as Exhibit 10.26 to the Form 10-K/A of New Plan Excel Realty Trust, Inc. for the fiscal year ended December 31, 1998. *10.2 Assignment and Assumption Agreement dated December 1, 1997 by and among New Plan Realty Trust, Bank Hapoalim B.M. and The Bank of New York filed as Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.3 Waiver and Amendment to Credit Agreement dated as of September 25, 1998 by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.4 Assumption and Substitution Agreement dated as of September 28, 1998 by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.5 Guaranty, dated September 28, 1998, by New Plan Realty Trust filed as Exhibit 10.5 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *10.6 Unconditional Guaranty of Payment and Performance dated as of September 28, 1998 by and between New Plan Realty Trust and BankBoston N.A. filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.7 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995, filed as Exhibit 4.2 to Registration Statement No. 33-60045. *10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.10 Agreement and Plan of Merger, dated May 14, 1998, as amended as of August 7, 1998, among Excel Realty Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty Trust filed as Exhibit 2.1 to the Registrant's Form 8-K dated October 13, 1998. *10.11 Senior Securities Indenture among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, dated as of February 3, 1999 filed as Exhibit 4.1 to the Current Report on Form 8-K of New Plan Excel Realty Trust, Inc. dated February 3, 1999. 4 *10.12 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit 4.1 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.13 New Plan Realty Trust 1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.14 Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan filed as Exhibit 4.3 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.15 New Plan Realty Trust March 1991 Stock Option Plan and Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *12 Ratio of Earnings to Fixed Charges filed as Exhibit 12 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *21 Subsidiaries of the Registrant filed as Exhibit 21 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *23 Consent of PricewaterhouseCoopers LLP filed as Exhibit 23 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *27(1) Financial Data Schedule filed as Exhibit 27(1) to the Registrant's Form 10-K for the transition period ended December 31, 1998. 99.1 "Risk Factors" contained in New Plan Excel Realty Trust, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1998. - ------------------------------ *Incorporated herein by reference as above indicated. (1) Filed as exhibit to electronic filing only. (d) Financial Statement Schedules. The following documents are filed as a part of this report: The response to this portion of Item 14 is submitted as a separate section of this report. 5 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW PLAN REALTY TRUST (Registrant) By: /s/ Arnold Laubich ----------------------- Arnold Laubich Chief Executive Officer Dated: April 6, 1999 6 EXHIBIT INDEX Exhibit No. Description *3.1 Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 filed as Exhibit 99.3 to the Registrant's Form 8-K dated May 24, 1996. *3.2 Certificate of Amendment of Amended and Restated Declaration of Trust of New Plan Realty Trust dated September 25, 1998 filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *4.1 Specimen Certificate for Shares of Beneficial Interest filed as Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended July 31, 1997. *4.2 Certificate of Designation Supplementing the Amended and Restated Declaration of Trust of New Plan Realty Trust filed as Exhibit 4.1 to the Registrant's Form 8-K dated July 2, 1997. *10.1 Credit Agreement by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, dated as of November 21, 1997, filed as Exhibit 10.26 to the Form 10-K/A of New Plan Excel Realty Trust, Inc. for the fiscal year ended December 31, 1998. *10.2 Assignment and Assumption Agreement dated December 1, 1997 by and among New Plan Realty Trust, Bank Hapoalim B.M. and The Bank of New York filed as Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.3 Waiver and Amendment to Credit Agreement dated as of September 25, 1998 by and among New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.3 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.4 Assumption and Substitution Agreement dated as of September 28, 1998 by and among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, the Lenders party thereto and The Bank of New York, as agent, filed as Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.5 Guaranty, dated September 28, 1998, by New Plan Realty Trust filed as Exhibit 10.5 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *10.6 Unconditional Guaranty of Payment and Performance dated as of September 28, 1998 by and between New Plan Realty Trust and BankBoston N.A. filed as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended July 31, 1998. *10.7 Senior Securities Indenture between New Plan Realty Trust and The First National Bank of Boston, as Trustee, dated as of March 29, 1995, filed as Exhibit 4.2 to Registration Statement No. 33-60045. 7 *10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit 10.7 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended July 31, 1995. *10.10 Agreement and Plan of Merger, dated May 14, 1998, as amended as of August 7, 1998, among Excel Realty Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty Trust filed as Exhibit 2.1 to the Registrant's Form 8-K dated October 13, 1998. *10.11 Senior Securities Indenture among New Plan Excel Realty Trust, Inc., New Plan Realty Trust, as guarantor, and State Street Bank and Trust Company, as Trustee, dated as of February 3, 1999 filed as Exhibit 4.1 to the Current Report on Form 8-K of New Plan Excel Realty Trust, Inc. dated February 3, 1999. *10.12 New Plan Realty Trust 1997 Stock Option Plan filed as Exhibit 4.1 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.13 New Plan Realty Trust 1991 Stock Option Plan, as amended, filed as Exhibit 4.2 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.14 Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan filed as Exhibit 4.3 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *10.15 New Plan Realty Trust March 1991 Stock Option Plan and Non-Qualified Stock Option Plan filed as Exhibit 4.4 to the Registration Statement of New Plan Excel Realty Trust, Inc. on Form S-8, File No. 333-65221, on October 1, 1998. *12 Ratio of Earnings to Fixed Charges filed as Exhibit 12 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *21 Subsidiaries of the Registrant filed as Exhibit 21 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *23 Consent of PricewaterhouseCoopers LLP filed as Exhibit 23 to the Registrant's Form 10-K for the transition period ended December 31, 1998. *27(1) Financial Data Schedule filed as Exhibit 27(1) to the Registrant's Form 10-K for the transition period ended December 31, 1998. 99.1 "Risk Factors" contained in New Plan Excel Realty Trust, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1998. - ------------------------------ *Incorporated herein by reference as above indicated. (1) Filed as exhibit to electronic filing only.